<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A
                                 Amendment No. 1
(Mark One)

|X|  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

       For the quarterly period ended: SEPTEMBER 30, 2005

                                       or

|_|  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

       For the transition period from ______________ to _______________

                        Commission file number: 001-15035

                                ABLE ENERGY, INC.
            (An exact name of registrant as specified in its charter)

         DELAWARE                                                22-3520840
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                               identification No.)

          198 GREEN POND ROAD
          ROCKAWAY, NJ                                             07866
(Address of principal executive offices)                         (Zip code)

Registrant's telephone number, including area code: (973) 625-1012


                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
[X] Yes  [ ] No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
[ ] Yes  [X] No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
[ ] Yes  [X] No

As of October 20, 2005, 2,572,067 shares of common stock, $.001 Par value per
share, of Able Energy, Inc. were issued and outstanding.

<PAGE>
<TABLE>
<CAPTION>

                                       ABLE ENERGY, INC. AND SUBSIDIARIES
                                                   FORM 10-Q/A

                                    For the Quarter Ended September 30, 2005

                                                      INDEX
                                                                                                            Page
                                                                                                            ----
<S>                                                                                                          <C>
Part I. Financial Information

        Item 1.  Financial Statements

                 Consolidated Balance Sheets as of September 30, 2005 and June 30, 2005...................   1

                 Consolidated Statements of Operations for the Three Months Ended September 30,

                   2005 and 2004..........................................................................   3

                 Consolidated Statements of Changes in Stockholders' Equity for the Three Months Ended

                   September 30, 2005.....................................................................   4

                 Consolidated Statements of Cash Flows for the Three Months Ended September 30,

                   2005 and 2004..........................................................................   5

                 Notes to Financial Statements............................................................   6

        Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations....  14

        Item 3.  Quantitative and Qualitative Disclosures About Market Risk...............................  18

        Item 4.  Controls and Procedures..................................................................  18

Part II Other Information

        Item 1.  Legal Proceedings........................................................................  18

        Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..............................  18

        Item 5.  Other Information........................................................................  20

        Item 6.  Exhibits.................................................................................  20

Signatures ...............................................................................................  22
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                                 ABLE ENERGY, INC. AND SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEETS

                                               ASSETS

                                                                      SEPTEMBER 30,      JUNE 30,
                                                                          2005             2005
                                                                          ----             ----
                                                                      (UNAUDITED)
<S>                                                                  <C>              <C>
CURRENT ASSETS:
  Cash                                                               $   4,668,493    $   1,754,318
  Accounts Receivable (Less Allowance for Doubtful
     Accounts of $238,049 and $238,049, respectively                     3,109,808        2,876,900
  Inventory                                                              1,636,457          726,987
  Notes Receivable - Current Portion                                     1,791,143           57,826
  Other Receivable - Non-Compete - Current Portion                         225,000          225,000
  Other Receivables                                                         93,628           38,596
  Prepaid Expenses                                                         437,247          485,904
  Deferred Income Tax                                                       64,776           64,776
  Due from Officers and Employees                                          271,189                -
                                                                     -------------    -------------
      TOTAL CURRENT ASSETS                                              12,297,741        6,230,307
                                                                     -------------    -------------
PROPERTY AND EQUIPMENT:
  Land                                                                     479,346          479,346
  Buildings                                                                946,046          946,046
  Trucks                                                                 3,489,465        3,594,218
  Fuel Tanks                                                               826,442          824,738
  Machinery and Equipment                                                1,004,462          999,315
  Building Improvements                                                    899,132          790,424
  Cylinders                                                                338,015          295,476
  Office Furniture and Equipment                                           205,319          205,319
  Website Development Costs                                              2,390,589        2,390,589
                                                                     -------------    -------------
                                                                        10,578,816       10,525,471
  Less: Accumulated Depreciation and Amortization                        6,137,524        5,980,636
                                                                     -------------    -------------
      NET PROPERTY AND EQUIPMENT                                         4,441,292        4,544,835
                                                                     -------------    -------------

OTHER ASSETS:
  Deferred Income Taxes                                                     45,091           45,091
  Deposits                                                                  59,918           54,918
  Other Receivable - Non-Compete - Less Current Portion                    450,000          450,000
  Notes Receivable - Less Current Portion                                  646,118          649,435
  Customer List, Less Accumulated Amortization of  $188,122                422,728          422,728
  Development Costs - Franchising                                            6,893            9,191
  Deferred Closing Costs - Financing                                       439,287          348,055
  Prepaid Acquisition Costs                                                150,000                -
                                                                     -------------    -------------
       TOTAL OTHER ASSETS                                                2,220,035        1,979,418
                                                                     -------------    -------------
       TOTAL ASSETS                                                  $  18,959,068    $  12,754,560
                                                                     =============    =============

                    See accompanying notes to consolidated financial statements

                                                  1
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                 ABLE ENERGY, INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEETS (CONTINUED)


                                 LIABILITIES & STOCKHOLDERS' EQUITY

                                                                      SEPTEMBER 30,      JUNE 30,
                                                                          2005             2005
                                                                          ----             ----
                                                                      (UNAUDITED)
<S>                                                                  <C>              <C>
CURRENT LIABILITIES:
  Accounts Payable                                                   $   1,941,267    $  1,863,841
  Note Payable - Line of Credit                                          1,066,490        1,015,468
  Note Payable - Other                                                           -          432,660
  Current Portion of Long-Term Debt                                        338,420          338,212
  Accrued Expenses                                                         356,512          184,097
  Accrued Taxes                                                             39,500          112,064
  Employee Income Tax Withheld                                              11,000          146,624
  Customer Pre-Purchase Payments                                         5,849,854        2,226,655
  Customer Credit Balances                                                 231,873          230,729
                                                                     -------------    -------------
      TOTAL CURRENT LIABILITIES                                          9,834,916        6,550,350

Convertible Debentures                                                   2,500,000
Deferred Income                                                             79,679           79,679
Deferred Income Taxes                                                      107,852          104,517
Long Term Debt: less current portion                                     3,874,004        3,961,899
                                                                     -------------    -------------
      TOTAL LIABILITIES                                                 16,396,451       10,696,445
                                                                     -------------    -------------

STOCKHOLDERS' EQUITY:
  Preferred Stock
  Authorized 10,000,000 Shares Par Value $.001 per share
   Issued - None
  Common Stock
  Authorized 10,000,000 Par Value $.001 per share Issued
    and Outstanding Shares 2,714,924 and 2,457,320, respectively             2,715            2,457
  Paid in Surplus                                                        8,048,845        6,481,102
  Retained Earnings (Deficit)                                           (5,488,943)      (4,425,444)
                                                                     -------------    -------------
      TOTAL STOCKHOLDERS' EQUITY                                         2,562,617        2,058,115
                                                                     -------------    -------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $  18,959,068    $  12,754,560
                                                                     =============    =============


                    See accompanying notes to consolidated financial statements

                                                 2
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                  ABLE ENERGY, INC. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENT OF OPERATIONS
                                             (unaudited)


                                                                       THREE MONTHS SEPTEMBER 30,
                                                                       --------------------------

                                                                          2005             2004
                                                                          ----             ----
<S>                                                                  <C>              <C>
NET SALES                                                            $  13,131,413    $   8,221,845

COST OF SALES                                                           12,208,244        7,609,858
                                                                     -------------    -------------

  GROSS PROFIT                                                             923,169          611,987
                                                                     -------------    -------------

EXPENSES
  Selling, General and Administrative Expenses                           1,502,147        1,104,700
  Depreciation and Amortization Expense                                    295,208          297,591
                                                                     -------------    -------------
     TOTAL EXPENSES                                                      1,797,355        1,402,291
                                                                     -------------    -------------

  LOSS FROM OPERATIONS                                                    (874,186)        (790,304)
                                                                     -------------    -------------

OTHER INCOME (EXPENSES):
  Interest and Other Income                                                 45,986           50,876
  Interest Expense                                                        (169,891)         (77,824)
  Loss on Sale of Assets                                                         -          (31,437)
  Legal Fees relating to Accident                                          (62,073)         (21,950)
                                                                     -------------    -------------
     TOTAL OTHER INCOME (EXPENSES)                                        (185,978)         (80,335)
                                                                     -------------    -------------

  LOSS BEFORE PROVISION FOR INCOME TAXES                                (1,060,164)        (870,639)

PROVISION FOR INCOME TAXES                                                   3,335            2,260
                                                                     -------------    -------------

  NET LOSS                                                           $  (1,063,499)   $    (872,899)
                                                                     =============    =============

BASIC AND DILUTED PER COMMON SHARE
   WEIGHTED AVERAGE SHARES OUTSTANDING                                   2,285,756        2,013,250
                                                                     =============    =============
   BASIC AND DILUTED LOSS PER SHARE                                  $        (.47)   $        (.43)
                                                                     =============    =============


                     See accompanying notes to consolidated financial statements

                                                  3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                     ABLE ENERGY, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   THREE MONTHS ENDED SEPTEMBER 30, 2005
                                                (unaudited)


                                                     COMMON STOCK
                                                    $.001 PAR VALUE
                                                    ---------------

                                                                                                 TOTAL
                                                                    PAID-IN     RETAINED      STOCKHOLDERS'
                                           SHARES      AMOUNT       SURPLUS     EARNINGS         EQUITY
                                           ------      ------       -------     --------         ------
<S>            <C>                       <C>          <C>        <C>           <C>             <C>
Balance - July 1, 2005                   2,457,320    $ 2,457    $ 6,481,102   $(4,425,444)    $ 2,058,115

Option Exercise                            200,000        200      1,067,801             -       1,068,001

Note Conversion                             57,604         58        499,942             -         500,000

Net Loss                                         -          -              -    (1,063,499)     (1,063,499)
                                         ---------    -------    -----------   -----------     -----------
Balance - September 30, 2005             2,714,924    $ 2,715    $ 8,048,845   $(5,488,943)    $ 2,562,617
                                         =========    =======    ===========   ===========     ===========






                        See accompanying notes to consolidated financial statements

                                                     4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                       ABLE ENERGY, INC. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENT OF CASH FLOW
                                                  (unaudited)

                                                                                   THREE MONTHS ENDED
                                                                                      SEPTEMBER 30,
                                                                                2005                2004
                                                                                ----                ----
<S>                                                                      <C>                 <C>
Income (Loss) - Continuing Operations                                    $     (1,063,499)   $       (872,899)
   Adjustments to Reconcile Net Income (Loss) to Net Cash
    used by Operating Activities:
      Depreciation and Amortization                                               295,208             297,591
      Loss on Disposal of Equipment                                                     -              31,437
      (Increase) Decrease in:
         Accounts Receivable                                                     (232,908)           (279,867)
         Inventory                                                               (909,470)           (179,360)
         Prepaid Expenses                                                          48,657            (133,176)
         Prepaid Income Taxes                                                           -               2,063
         Deposits                                                                       -              34,097
         Miscellaneous                                                                  -                (689)
      Increase (Decrease) in:
         Accounts Payable                                                          77,426             312,487
         Accrued Expenses                                                         (35,773)             14,517
         Customer Advance Payments                                              3,623,199           1,028,247
         Customer Credit Balance                                                    1,144             390,807
         Deferred Income Taxes                                                      3,335               2,260
         Deferred Closing Costs                                                         -               1,813
         Deferred Income                                                                -              (2,333)
                                                                         ----------------    ----------------
           NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES                     1,807,319             646,995
                                                                         ----------------    ----------------
CASH FLOW FROM INVESTING ACTIVITIES
-----------------------------------
   Purchase of Property and Equipment                                            (158,098)           (226,926)
   Receivable - Officer                                                          (167,500)                468
   Notes Receivable - Related Party                                            (1,730,000)                  -
   Prepaid Acquisition Costs                                                     (150,000)                  -
   Web Site Development Costs                                                           -             (12,693)
   Cash Received on Sale of Property                                                    -             226,499
   Disposition of Equipment                                                             -              10,687
   Other                                                                           13,619              68,695
                                                                         ----------------    ----------------
          NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES                     (2,201,979)             66,730
                                                                         ----------------    ----------------
CASH FLOW FROM FINANCING ACTIVITIES
-----------------------------------
   Net barrowings under line of Credit                                             51,022                   -
   Decrease in Long-Term Debt                                                     (87,687)            (77,496)
   Increase in Long-Term Debt                                                     122,501              79,641
   Exercise of Options                                                            968,001                   -
   Sale of Convertible Debentures                                               2,500,000                   -
                                                                         ----------------    ----------------
          NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES                      3,308,835               2,145
                                                                         ----------------    ----------------
NET (DECREASE) INCREASE IN CASH
Cash - Beginning of Year                                                        2,914,175             715,870
Cash - End of Period                                                            1,754,318           1,309,848
                                                                         ----------------    ----------------
                                                                         $      4,668,493    $      2,025,718
                                                                         ================    ================

The Company had Interest Cash Expenditures of:                           $        128,741    $         62,611
The Company had Tax Cash Expenditures of:                                $              -    $          4,749


                        See accompanying notes to consolidated financial statements

                                                       5
</TABLE>

<PAGE>

                       ABLE ENERGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - INTERIM FINANCIAL REPORTING
The accompanying unaudited consolidated financial statements of Able Energy,
Inc. and its subsidiaries (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, these financial statements do not include all of the information
and footnotes required by generally accepted accounting principles. In the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three months ended September 30, 2005 are not necessarily
indicative of the results that may be expected for the year ending June 30,
2006. These consolidated financials statements include the accounts of Able
Energy, Inc. and its wholly owned subsidiaries (Able Oil Company, Able
Melbourne, Able Energy New York, Inc., Able Terminal LLC and PriceEnergy
Fanchising LLC) and majority owned (70.6%) subsidiary (PriceEnergy.com Inc.).
These consolidated financial statements should be read in conjunction with the
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended June 30, 2005.

NOTE 2 - REVENUE RECOGNITION
Sales of fuel and heating equipment are recognized at the time of delivery to
the customer, and sales of equipment are recognized at the time of installation.
Revenue from repairs and maintenance service is recognized upon completion of
the service. Payments received from customers for heating equipment service
contracts are deferred and amortized into income over the term of the respective
service contracts, on a straight-line basis, which generally do not exceed one
year.

NOTE 3 - USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of deferral, contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

NOTE 4 - MINORITY INTEREST
The minority interest in PriceEnergy.Com, Inc. is a deficit and, in accordance
with Accounting Research Bulletin No. 51, subsidiary losses should not be
charged against the minority interest to the extent of reducing it to a negative
amount. As such, the losses have been charged against the Company, the majority
owner. The loss for three months ended September 30, 2005 is $187,666.

NOTE 5 - NOTES RECEIVABLE
     A.   The Company has a Note from Able Montgomery, Inc. and Andrew W.
          Schmidt related to the sale of Able Montgomery, Inc. and certain
          assets to Mr. Schmidt. No payments of principal or interest have been
          received for more than one year. A new note was drawn dated June 15,
          2000 for $170,000, including the prior balance, plus accrued interest.
          The note bears interest at 9.5% per annum and payments commence
          October 1, 2000. The payments will be monthly in varying amount each
          year with a final payment of $55,981.07 due September 1, 2010. No
          payments were received in the year ended December 31, 2000. In
          February 2001, two (2) payments were received in the amount $2,691.66,
          interest only. In September 2001, $15,124.97 was received covering
          payments from December 2000 through October 2001, for interest of
          $14,804.13 and principal of $320.84. Payments were received in
          November and December 2002, representing December 2001 and January
          2002, in the aggregate amount of $3,333.34, including interest of
          $2,678.88, and principal of $654.46. No payments have been received in
          more than 30 months.

          The note is secured by stock of Able Montgomery, Inc. and the assets
          of Andrew W. Schmidt. The income from the sale of the company and the
          accrued interest on the new note are shown as deferred income and
          amounted to $79,679 which will be realized on collection of the note.

          Andrew Schmidt and the Company have reached an agreement related to
          the recovery of this note whereby the liability will be paid by an
          additional $.04 per gallon charge on oil purchased from the Company.
          The Company believes the value of the collateral will cover the amount
          due if foreclosure is required.

                                       6

<PAGE>

NOTE 5 - NOTES RECEIVABLE (CONTINUED)
     B.   The Company has three Notes Receivable related to the sale of oil
          delivery trucks to independent drivers. These independent drivers also
          deliver oil for the Company. Two notes bear interest at the rate of
          12% per annum and one at a rate of 9% per annum. These three notes
          were made in December 1998, February 1999 and January 2004. The notes
          are payable eight (8) months per year September through April, the oil
          delivery season.

     C.   On July 27, 2005, the Company made a loan in the amount of $1,730,000
          to All American Plazas, Inc. ("All American"), and All American
          executed and delivered a promissory note for the full amount of the
          loan in favor of the Company. Under the terms of the promissory note,
          the outstanding principal of the loan bears interest at the rate of
          3.5% per annum. All payments of principal and accrued interest are
          payable ninety days after the date of the Promissory Note. The
          promissory note is secured by a lien on 1,000,000 shares of the
          Company's common stock held by All American. These shares have a
          pre-existing lien held by the Company's former Chief Executive
          Officer.

Maturities of the Note Receivable are as follows:

                For the 12 Months          Principal
                Ending September 30,         Amount
                --------------------         ------
                    2006                  $  1,791,143
                    2007                        26,074
                    2008                        21,627
                    2009                        23,731
                    2010                        18,708
                    Thereafter                  55,971
                                          ------------
                    Total                 $  1,937,261
                                          ============

NOTE 6 - INVENTORIES
                                               September 30,    June 30,
                         ITEMS                     2005           2005
                         -----                     ----           ----
           Heating Oil                          $1,241,629     $  335,245
           Diesel Fuel                              36,772         34,409
           Kerosene                                 10,207          3,025
           Propane                                  21,859         28,020
           Parts, Supplies and Equipment           326,290        326,290
                                                ----------     ----------
           Total                                $  726,987     $  726,987
                                                ==========     ==========

NOTE 7 - LINE OF CREDIT
On May 13, 2005, the Company entered into a $1,750,000 Line-Of-Credit with
Entrepreneur Growth Capital, LLC. The loan is secured by accounts receivable and
inventory. In addition to accounts receivable and inventory the line is
collateralized by deposit accounts, books and records, computer programs general
intangibles (including customer lists, trademarks, etc.),and rights, title and
interest in any and all assets and personal property owned by third parties. The
line carries interest at Citibank's prime rate, plus 4% per annum not to exceed
24% with a minimum interest of $11,000 per month. The line also requires an
annual facility fee of 2% of the total available facility limit and monthly
collateral management fees equal to .025%. The balance due as of September 30,
2005 is $1,066,490.

NOTE 8 - NOTES PAYABLE BANK
On May 13, 2005, the Company entered into a term loan with Northfield Savings
Bank for $3,250,000. Principal and interest are payable in monthly installments
of approximately $21,400 commencing July 1, 2005. The initial interest rate is
6.25% per annum on the unpaid principal balance for the first five years, to be
reset every fifth anniversary date at 3 percent over the five year treasury
rate, but not lower than the initial rate; at that time the monthly payment will
be reset. At the maturity date of June 1, 2030, all remaining amounts are due.

The Note is secured by Company-owned real property located at 344 Route 46,
Rockaway, New Jersey and an

                                       7
<PAGE>

assignment of leases and rents at such location. The interest rate on default is
4% per annum above the interest rate then in effect.

NOTE 8 - NOTES PAYABLE BANK (CONTINUED)
Maturities of the Note Payable Bank are as follows:

                For the 12 Months          Principal
                Ending September 30,         Amount
                --------------------         ------
                    2006                  $     56,600
                    2007                        60,240
                    2008                        64,115
                    2009                        68,239
                    2010                        72,628
                    Thereafter               2,914,594
                                          ------------
                    Total                 $  3,236,416
                                          ============

Management believes that the carrying value of its long-term debt approximates
fair value in accordance with SFA 107.

NOTE 9 - NOTES PAYABLE
     A.   Note payable dated, August 27, 1999, related to the purchase of B & B
          Fuels facility and equipment. The total principal of the Note was
          $145,000. The Note is payable in the monthly amount of principal and
          interest of $1,721.18 with an interest rate of 7.5% per annum. The
          initial payment was made on September 27, 1999, and continues monthly
          until August 27, 2009, which is the final payment. The Note is secured
          by a mortgage granted by Able Energy New York, Inc. on property at 2
          and 4 Green Terrace and 4 Horicon Avenue, Town of Warrensburg, Warren
          County, New York. The balance due on this Note at September 30, 2005
          was $ 69,908.

     B.   The following notes are all collateralized by the equipment and/or
          furniture purchased. The capitalized leases payable are lease/purchase
          agreements with a small purchase price at the end of the lease:

<TABLE>
<CAPTION>
                                                      Interest Rate at                           Outstanding Debt
                                                     September 30, 2005        Maturities          At 9/30/2005
                                                     ------------------        ----------          ------------
<S>                                                    <C>                  <C>                    <C>
          Notes Payable - Collateralized

          By Trucks and Vans                           2.90 - 12.506%       10/20/05-8/10/06       $     12,447

          Capital Leases Payable - Collateralized
          by Trucks, Vans and Oil Tanks                4.075 - 9.498%       12/8/06-4/5/10              873,964

          Notes and Capital Leases Payable -
          Collateralized by Office and Computer
          Equipment                                   10.995 - 16.196%      12/15/06-7/19/07             19,688
                                                                                                   ------------
                                                                                                   $    906,099
                                                                                                   ============
</TABLE>

Maturities on the Notes Payable at September 30, 2005 are as follows:

                For the 12 Months          Principal
                Ending September 30,         Amount
                --------------------         ------
                    2006                  $    265,868
                    2007                       247,200
                    2008                       231,865
                    2009                       141,849
                    2010                        19,317
                                          ------------
                    Total                 $    906,099
                                          ============


                                       8
<PAGE>

NOTE 10 - CONVERTIBLE DEBENTURES
On July 12, 2005, the Company consummated a financing in the amount of $2.5
million. Under such financing the Company sold debentures evidenced by a
Variable Rate Convertible Debenture (the "Convertible Debentures"). The
Convertible Debentures have a term of two years from the date of issuance,
subject to the occurrence of an event of default, with interest payable at the
rate per annum equal to LIBOR for the applicable interest period, plus 4%
payable on a quarterly basis. The Debentures may be converted at the option of
the selling security holders into shares of our common stock at a conversion
price of $6.50 per share. In addition, the security holders received five year
warrants to purchase 192,308 of common stock at an exercise price of $7.15 per
share. The Company has an optional redemption right (which right shall be
mandatory upon the occurrence of an event of default) to repurchase all of the
Convertible Debentures for 125% of the face amount of the Convertible Debentures
plus all accrued and outstanding interest and expenses, as well as a right to
repurchase all of the Convertible Debentures in the event of the consummation of
a new financing in which the Company sells securities at a purchase price that
is below the $6.50 conversion price.

The Company also granted to the security holders who acquired the Convertible
Debentures an additional investment right (the "Additional Investment Right"),
for a period of eighteen months from the date the resale prospectus is declared
effective, to purchase units consisting of convertible debentures in the
aggregate amount of up to $15,000,000 (the "Additional Debentures") and common
stock purchase warrants equal to 50% of the face amount of such Additional
Debentures (the "Additional Warrants"). The conversion price of the Additional
Debentures shall be $6.50 per share of common stock with respect to the first
$5,000,000 of Additional Debentures purchased, $7.50 per share of common stock
for the second $5,000,000 of Additional Debentures purchased and 80% of the
average weighted price of our common stock during the 20 trading days
immediately prior to the holders' election to purchase the third $5,000,000 of
Additional Debentures. The Additional Warrants shall have a five-year term and
an exercise price of 110% of the conversion price. In the event of the
occurrence of a default with respect to the Additional Debentures, the Company
shall have identical redemption rights to those described in the immediately
preceding paragraph. Moreover, the Company shall have the right to cause the
security holders who originally acquired the Convertible Debentures, on a pro
rata basis, based on the percentage of their purchase of Convertible Debentures,
to exercise their Additional Investment Right; however, each such selling
security holder may refuse to exercise their respective purchase right, but in
such event, would waive its right to purchase the Additional Debentures.

NOTE 11- COMMITMENTS AND CONTINGENCIES
Able Oil Company is under contract to purchase #2 oil as follows:

<TABLE>
<CAPTION>
                                                                   GALLONS OPEN     OPEN DOLLAR
                                                                    COMMITMENT      COMMITMENT
          COMPANY              PERIOD          TOTAL GALLONS        AT 6/30/04      AT 6/30/04
          -------              ------          -------------        ----------      ----------
<S>                        <C>                     <C>              <C>               <C>
Petrocom                   10/1/05-3/31/06           252,000             252,000      $   413,910
Conectiv Energy            11/1/05-2/28/06           168,000             168,000          257,754
Petrocom                   10/1/05-4/30/06           294,000             294,000          430,962
Center Oil                 10/1/05-4/30/06           588,000             588,000          930,829
Gulf Oil                   11/1/05-2/28/06           168,000             168,000          251,454
Petrocom                   10/1/05-4/30/06           588,000             588,000        1,057,434
Petrocom                   10/1/05-4/30/06           294,000             294,000          571,696
Petrocom                   10/1/05-4/30/06           294,000             294,000          636,510
Petrocom                   10/1/05-4/30/06           294,000             294,000          564,316
Gulf Oil                   10/1/05-4/30/06           294,000             294,000          577,689
                                                   ---------           ---------      -----------
Total                                              3,234,000           3,234,000      $ 5,692,554
                                                   ---------           ---------      -----------
</TABLE>

The Company is subject to laws and regulations relating to the protection of the
environment. While it is not possible to quantify with certainty the potential
impact of actions regarding environmental matters, in the opinion of management,
compliance with the present environmental protection laws will not have a
material adverse effect on the financial condition, competitive position, or
capital expenditures of the Company.

Related to its purchase of the property on Route 46, Rockaway, New Jersey the
Company commenced an investigation and remediation of the property and any
hazardous substances emanating from the property in order to obtain a No Further
Action letter from the New Jersey Department of Environmental Protection
(NJDEP). The Company is pursuing recovery of all costs and damages related
thereto in the lawsuit by the seller against a former tenant on the purchased

                                       9
<PAGE>

NOTE 11 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
property. The Company has assumed all responsibility and direction for the
lawsuit, subject to the sharing of any recoveries from the lawsuit with the
seller, 50-50 after first $397,500 has been satified. In exchange the Company
will receive a reduction of the outstanding mortgage in order to compensate for
related costs up to $250,000. A settlement has been reached by the Company with
regard to the lawsuit. The settlement provides for a lump sum payment of
$397,500 from the defendants to the Company. In return, the defendants receive a
release and indemnification from the Company. Pursuant to the original
agreement, the seller receives 50% of the settlement amount, net of attorney
fees.

This has been amended by an agreement dated November 5, 2001. The entire
settlement, net of attorney fees, was collected and placed in an attorney's
escrow account for payment of all investigation and remediation costs. Able
Energy Terminal, LLC has incurred costs of $102,956 to June 30, 2005, which are
included in prepaid expenses and must be presented to the attorney for
reimbursement. The New Jersey Department of Environmental Protection (NJDEP) has
issued an approval for treated water run-off. The ruling is for a 180-day
period, which can be renewed for an additional 180 days, per management, during
which a valid permit must be obtained. When approval is received and contract
invoice wording is sufficient for the attorney, reimbursement can be made upon
approval of the attorney and the Estate.

Following an explosion and fire that occurred at the Company's Facility in
Newton, NJ on March 14, 2003, and through the subsequent clean up efforts, the
Company has cooperated fully with all local, state and federal agencies in their
investigations into the cause of this accident.

All violation charges with the New Jersey Department of Community Affairs and
OSHA have been settled and paid.

The Sussex County, New Jersey, Prosecutor's Office is conducting an
investigation as a result of the March 14, 2003 explosion and fire. At a hearing
on July 27, 2005, the President and former CFO pleaded guilty and received
community service. The Company will pay a fine of $20,000 as a result of
sentencing which occurred on October 6, 2005 .

A lawsuit (known as Hicks vs. Able Energy, Inc.) has been filed against the
Company by property owners who allegedly suffered property damages as a result
of the March 14, 2003 explosion and fire. The Company's insurance carrier is
defending as related to compensatory damages. Legal counsel is defending on the
punitive damage claim. On June 13, 2005, the Court granted a motion certifying a
plaintiff class action which is defined as "All Persons and Entities that on and
after March 14, 2003, residing within a 1,000 yard radius of Able Oil Company's
fuel depot facility and were damaged as a result of the March 14, 2003
explosion". The claim is limited to economic loss and claims for personal injury
have been specifically excluded from the Class Certification. The insurer has
settled approximately 2190 claims against the Company. The Company believes that
the Class Claims for compensatory damages is within the available limits of its
insurance.

After the March 14, 2003, fire and explosion, the town of Newton changed its
zoning requirements and made fuel oil and propane distribution prohibited uses.
The Company is appealing a denial of a request for building permits to
reconstruct damaged and destroyed buildings and sought a Non-Conforming Use
Certificate to permit the fuel oil distribution use only. On August 20, 2004,
the Superior Court of New Jersey ruled that the Company may continue to use the
site as a non-conforming use, but stayed its decision subject to Newton's
appellate rights. The decision was upheld in May 2005 by the court upon the
appeal of the Town of Newton. The Company is planning to use the property in the
manner approved by the decision.

As a result of the March 14, 2003 explosion and fire, various claims for
property damage have been submitted to the Company's insurance carrier. These
claims are presently being handled and, in many cases, settled by the insurance
carrier's adjuster. There were 227 claims being handled of which 219 have been
handled and adjusted with reserves for losses established as deemed appropriate
by the insurance carrier.

Two lawsuits have been filed by homeowners in Newton, New Jersey who allegedly
suffered property damages as a result of the March 14, 2003 explosion and fire.
The Company's insurance carrier is defending as related to the property

                                       10
<PAGE>

damage claims. As to Punitive Damages, one case is being defended by an outside
attorney and one by the insurance carrier. It appears that compensatory damage
claims are within the available limits of insurance. As a result of the March
14, 2003 fire at the Newton, New Jersey, terminal, a subsidiary of the Company
entered a guilty plea in July 2005 to one count of negligently damaging
property, a fourth-degree crime in New Jersey. In connection with the plea
agreement, the Company will pay a fine of $20,000, and its guilty plea cannot be
used against the company in any civil lawsuits.

NOTE 11 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company in the normal course of business has been involved in lawsuits.
Current suits are being defended by the insurance carrier and should be covered
by insurance and legal counsel is defending on punitive damage claims as noted
above.

NOTE 12 - RELATED PARTY TRANSACTIONS
The following officers of this Company own stock in the subsidiary,
PriceEnergy.Com, Inc., which they incorporated in November 1999:

                Former Chief Executive Officer          23.5%
                President                                3.6%
                Chief Operating Officer                  2.3%

No capital contributions have been made by these officers (See Notes 1 and 7).

The Company has entered into a consulting agreement with its former Chief
Executive Officer ("CEO") on February 16, 2005 (see note 20). The agreement is
for two years and provides for annual fees of $60,000 to be paid in monthly
installments. In addition the former CEO received options to purchase 100,000
shares of the Company's common stock at $4.00 per share. The options were
exercised on July 7, 2005, at which time the closing price was $16.89. The
former CEO was paid $15,000 related to this agreement during the period ended
September 30, 2005.

On February 22, 2005, the Company borrowed the sum of $500,000 from Able Income
Fund, LLC ("Able Income"). The loan was evidenced by a promissory note (the
"Note") issued by the Company to the order of Able Income in the principal
amount of $500,000 bearing interest at the rate of 14% per annum payable
interest only in the amount of $5,833.33 per month with the principal balance
and any accrued unpaid interest due and payable on May 22, 2005. The Note was
secured by a mortgage on property located in Warrensburg Industrial Park,
Warrensburg, New York, owned by Able Energy New York, Inc., a wholly owned
subsidiary of the Company. One of the owners of Able Income is Timothy
Harrington, the former Chief Executive Officer of the Company. The maturity date
of the Note was extended to August 22, 2005.

Able Income subsequently agreed to surrender the Note as of September 30, 2005,
in exchange for 57,604 shares of the Company's common stock, $.001 par value.
The number of shares exchanged was determined by dividing the principal balance
of the Note, together with all accrued and unpaid interest thereon as of
September 30, 2005, by $8.68, representing a 20% discount off the average
closing price of the Company's stock as listed on the Nasdaq SmallCap Market for
the period from October 3, 2005 through October 14, 2005. The shares were
offered only to Able Income in connection with the surrender of the Note and,
thus, were exempt from registration under Section 4(2) of the Securities Act of
1933, as amended, as not being a part of any public offering.

On September 19, 2005 an officer of the Company exercised options to acquire
50,000 shares of the Company's common stock at a price of $6.68 per share. In
connection with this exercise the officer entered into a one year $100,000
promissory note collateralized by the common stock of the Company and secured by
the employees wages. The note is payable in monthly installments of interest
only through the term of the note with principal due on the one year
anniversary. Payment will begin in November 2005 at an interest rate equal to
the prime rate.

The Company entered into a Stock Purchase Agreement in June 2005 ("Purchase
Agreement") with all of the shareholders (the "Sellers") of All American Plazas,
Inc. ("All American") in connection with the Company's acquisition of All
American. The transaction is expected to be consummated in November 2005, upon
receipt of the required approval by our stockholders. All American currently
owns approximately 40% of the Company's outstanding shares. The Company's CEO,
Chairman and General Counsel, Gregory D. Frost, formerly served as a director
and the General Counsel of All American until his resignation on March 31, 2005,
and the Company's Vice President Business Development, Frank Nocito, is Vice
President of All American. In addition, one of the Company's directors, Stephen
Chalk, performs certain paid consulting services in the area of real estate
development for All American. At the closing, the Company will deliver to the
Sellers 11,666,667 shares of our restricted common stock, par value $.001 per
share, at $3.00 per share for an aggregate purchase price of $35,000,000. In
addition, at the closing, the Company will deliver to certain of the Sellers a
number of shares of its restricted common stock equal to the number of shares of
its common stock owned by All American as of the closing date.


                                       11
<PAGE>

All American recently consummated a financing that, if the acquisition of All
American is consummated, will impact the Company. Pursuant to the terms of the
Securities Purchase Agreement dated June 1, 2005 (the "Agreement") between All
American and certain purchasers, the purchasers loaned All American an aggregate
of $5,000,000, evidenced by Secured Debentures also dated June 1, 2005 (the
"Debentures").

NOTE 12 - RELATED PARTY TRANSACTIONS (CONTINUED)
If the Company consummates the acquisition of All American, upon such
consummation, the Company will assume the obligations of All American under the
Agreement, the Debentures and the AIR Agreement through the execution of a
Securities Assumption, Amendment and Issuance Agreement, Registration Rights
Agreement, Common Stock Purchase Warrant Agreement and Variable Rate Secured
Convertible Debenture Agreement, each between the Purchasers and the Company.

On July 27, 2005, the Company made a loan in the amount of $1,730,000 to All
American, and All American executed and delivered a Promissory Note for the full
amount of the loan in favor of the Company (see note 5).

In connection with two loans entered into by the company in May 2005 (see note
4), fees in the amount of $167,500 were paid to Unison Capital Corporation, a
company in which a vice president of the Company has a related interest. This
individual also has a related party interest to All American, the Company's
largest shareholder.

Subsequent to the payments being made and based on discussions with Unison
Capital Corporation it was determined the $167,500 was an inappropriate payment
to a related party and Unison Capital Corporation has agreed to reimburse this
amount to the Company over a twelve month period beginning in October 2005. The
charge had been appropriately classified as deferred finance charges in the
balance sheet and therefore will have no effect on the Company's statement of
operations.

NOTE 13 - BUSINESS SEGMENT INFORMATION
The Company sells several types of products and provides services. Following are
revenues by product groups and services:

                                            CONTINUING OPERATIONS QUARTER ENDED
                                                       SEPTEMBER 30,
                                           -------------------------------------
                                                2005                  2004
                                           -----------------   -----------------

        Home Heating Oil #2                $      5,108 746    $      1,842,254
        Commercial Oil #2                         1,689,717           1,557,659
        Gasoline, Diesel Fuel, Kerosene,
             Propane & Lubricants                 5,610,500           4,127,047
        Equipment Sales & Services                  254,386             285,329
        Installation Repairs & Services             468,064             409,556
                                           -----------------   -----------------

        Net Sales                          $     13,131,413    $      8,221,845
                                           =================   =================

NOTE 14 - RECENTLY ISSUED ACCOUNTING STANDARDS
SHARE-BASED PAYMENT
In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
is a revision of SFAS No. 123, "Accounting for Stock-Based Compensation."
Statement 123(R) supersedes Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees," and amends SFAS No. 95, "Statement
of Cash Flows." Generally, the approach in Statement 123(R) is similar to the
approach described in Statement 123. However, Statement 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The Statement is effective for fiscal
years beginning after June 15, 2005.

Statement 123(R) permits public companies to adopt its requirements using one of
two methods:
        A.      "Modified prospective" method in which compensation cost is
                recognized beginning with the effective date (a) based on the
                requirements of Statement 123(R) for all share-based payments
                granted after the effective date and (b) based on the
                requirements of Statement 123 for all awards granted to
                employees prior to the effective date of Statement 123(R) that
                remain unvested on the effective date.


                                       12
<PAGE>

        B.      "Modified retrospective" method which includes the requirements
                of the modified prospective method described above, but also
                permits entities to restate, based on the amounts previously
                recognized under Statement 123 for purposes of pro forma
                disclosures, either (a) all prior periods presented or (b) prior
                interim periods of the year of adoption.

NOTE 14 - RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)
The Company adopted Statement 123(R) on July 1, 2005 using the modified
prospective method. The impact of this Statement was immaterial to our
consolidated financial statements.

NOTE 21 SUBSEQUENT EVENTS
On March 1, 2005, the Company entered into an amendment (the "Agreement") to an
existing consultant agreement with Summitt Ventures, Inc. ("Summitt"). The value
of the consideration contemplated to be rendered by Summitt to the Company under
the Agreement was approximately $71,000, and the Company issued 142,857 shares
of the Company's common stock (the "Shares"), valued at $0.50 per share, as
payment. The Shares at the time of issue were unregistered, restricted shares of
the Company and not subject to any registration requirement. The shares were
offered only to Summitt in connection with the Agreement and, thus, were exempt
from registration under Section 4(2) of the Securities Act of 1933, as amended,
as not being a part of any public offering. The Shares are not convertible into
any other class or series of equity of the Company. No proceeds were received by
the Company at the time of issuance of the Shares and no proceeds have been
received by the Company on account of the Agreement. On September 22, 2005, the
Company terminated the Agreement with Summitt, with cause, and on October 13,
2005, the Company notified Summitt that it was canceling the certificate
evidencing the Shares on the grounds that, among other things, Summitt induced
the Company to enter into the Agreement through misrepresentation.

On October 13, 2005, the Company received a letter from the Nasdaq Listing
Qualifications Staff ("Nasdaq"), notifying the Company that it was not in
compliance with Marketplace Rule 4310(c)(2)(B)(ii) (the "Rule"). The Rule
requires the Company to have a minimum $35 million in market value of listed
securities, or $2.5 million in shareholders' equity or $500,000 in net income
from continuing operations for the most recently completed fiscal year or two of
the three most recently completed fiscal years. Nasdaq informed the Company that
it would be provided 30 calendar days, or until November 14, 2005, to regain
compliance with the Rule.

The Company must demonstrate compliance with the Rule by November 14, 2005 by
either:

          o    showing aggregate market value of its common stock in excess of
               $35 million for a minimum of 10consecutive business days, or

          o    increasing its shareholders' equity to an amount which exceeds
               $2.5 million.

If the Company has met either one of the criteria above at any time before
November 14, 2005, Nasdaq will determine if the Company has regained compliance.

The shareholders' equity reported in this Quarterly Report on Form 10-Q/A is
$2,562,617, which exceeds the $2.5 million required under the Rule. The
Company's Audit Committee believes that the Company is now in compliance with
the Rule and will likely maintain compliance with the Rule.

                                       13
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

        Statements in this Quarterly Report on Form 10-Q/A concerning the
        Company's outlook or future economic performance, anticipated
        profitability, gross billings, expenses or other financial items, and
        statements concerning assumptions made or exceptions to any future
        events, conditions, performance or other matters are "forward looking
        statements," as that term is defined under the Federal Securities Laws.
        Forward-looking statements are subject to risks, uncertainties, and
        other factors that would cause actual results to differ materially from
        those stated in such statements. Such risks, and uncertainties and
        factors include, but are not limited to: (i) changes in external
        competitive market factors or trends in the Company's results of
        operation; (ii) unanticipated working capital or other cash requirements
        and (iii) changes in the Company's business strategy or an inability to
        execute its competitive factors that may prevent the Company from
        competing successfully in the marketplace.

        OVERVIEW

        Able Energy Inc. ("Able") was incorporated in Delaware in 1997. Able
        Oil, a wholly owned subsidiary of Able, was established in 1989 and
        sells both residential and commercial heating oil and complete HVAC
        service to it heating oil customers. Able Energy NY, a wholly owned
        subsidiary of Able, sells residential and commercial heating oil,
        propane diesel fuel, and kerosene to customers around the Warrensburg NY
        area. Able Melbourne, a wholly owned subsidiary of Able, was established
        in 1996 and sells various grades of diesel fuel around Cape Canaveral
        FL. PriceEnergy Inc., a majority owned subsidiary of Able, was
        established in 1999 and has developed an internet platform that has
        extended the Company's ability to sell and deliver liquid fuels and
        related energy products.

        Management's Discussion and Analysis of Financial Condition and Results
        of Operation contains forward-looking statements, which are based upon
        current expectations and involve a number of risks and uncertainties. In
        order for us to utilize the "safe harbor" provisions of the Private
        Securities Litigation Reform Act of 1995, investors are hereby cautioned
        that these statements may be affected by the important factors, among
        others, set forth below, and consequently, actual operations and results
        may differ materially from those expressed in these forward-looking
        statements. The important factors include:

                o       Commodity Supply
                o       Commodity Pricing
                o       Customers Converting to Natural Gas
                o       Alternative Energy Sources
                o       Winter Temperature Variations (Degree Days)
                o       Customers Moving Out of The Area
                o       Legislative Changes
                o       The Availability (Or Lack of) Acquisition Candidates
                o       The Success of Our Risk Management Activities
                o       The Effects of Competition
                o       Changes in Environmental Law
                o       General Economic, Market, or Business Conditions

        We undertake no obligation to update or revise any such forward-looking
        statements.

        CRITICAL ACCOUNTING POLICIES

        Our accounting policies are described in Note 2 of the condensed
        consolidated financial statements included in this Report on Form 10-Q/A
        for the quarter ended September 30, 2005. The consolidated financial
        statements are prepared in accordance with accounting principles
        generally accepted in the United States of America, which requires
        management to make estimates and assumptions that affect the reported
        amounts of assets and liabilities and disclosure of contingent assets
        and liabilities at the date of the financial statements and the reported
        amounts of revenues and expenses during the reporting period. Actual
        results could differ from those estimates.


                                       14
<PAGE>

        We consider the following policy to be the most critical in
        understanding the judgments involved in preparing the financial
        statements and the uncertainties that could impact our results of
        operations, financial condition and cash flows.

        REVENUE RECOGNITION

        Sales of fuel and heating equipment are recognized at the time of
        delivery to the customer, and sales of equipment are recognized at the
        time of installation. Revenue from repairs and maintenance service is
        recognized upon completion of the service. Payments received from
        customers for heating equipment service contracts are deferred and
        amortized into income over the term of the respective service contracts,
        on a straight-line basis, which generally do not exceed one year.

        RESULTS OF OPERATIONS

        The following table presents the percentage of total revenues for the
        periods indicated and changes from period to period of certain items
        included in our Condensed Consolidated Statements of Operations.

<TABLE>
<CAPTION>
                                                                                                   PERIOD-TO-
                                                                                                   ----------
                                                               % FOR THREE MONTHS ENDED              PERIOD
                                                         -------------------------------------       ------
                                                          SEPTEMBER 30,        SEPTEMBER 30,        % CHANGES
                                                              2005                 2004           2005 VS. 2004
                                                         ----------------     ----------------    -------------
<S>                                                          <C>                  <C>                 <C>
        Net sales                                            100.0%               100.0%              59.7%
        Cost of sales                                         93.0                 92.6               60.4
                                                         ----------------     ----------------
        Gross profit                                           7.0                  7.4               50.8
                                                         ----------------     ----------------
        Selling, general and administrative expenses          11.4                 13.4               36.0
        Depreciation and Amortization Expense                  2.2                  3.6               (0.8)
                                                         ----------------     ----------------
        Loss from operations                                  (6.6)                (9.6)              10.7
        Interest and Other Income                              0.4                  0.6               (9.6)
        Interest Expense                                      (1.3)                (0.9)              118.3
        Loss on sale of assets                                  -                  (0.4)                *
        Legal Fees Relating to Accident                       (0.5)                (0.3)              182.8
                                                         ----------------     ----------------
        Loss before income tax provision                      (8.1)               (10.6)              21.8
        Income tax provision                                  (0.0)                (0.0)                *
                                                         ----------------     ----------------
        Net loss                                              (8.1)               (10.6)              21.8
                                                         ----------------     ----------------
</TABLE>

        * Not meaningful

        THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THREE MONTHS ENDED
        SEPTEMBER 30, 2004

        Revenue for the three months ended September 30, 2005 increased
        approximately $4.9 million or 59.7% over the three months ended
        September 30, 2004. This increase can be attributed primarily to the
        pass-through of fuel oil costs to customers and a total increase of
        liquid fuel product sales of approximately 9.3% offset by the impact of
        marketing changes in the way the Company sells to its discount
        customers.

        Gross profit margins for the three months ended September 30, 2005
        decreased to 7.0% from 7.4% for the three months ended September 30,
        2004. The decrease in margin was the result of the dramatically rising
        product costs during the period. Retail pricing was adjusted as
        necessary to cover most of the increases while continuing to maintain
        the Company's competitive position in the marketplace. Gross profit
        margin was also affected by a strong increase in sales of our
        PriceEnergy subsidiary in our present market area. Selling, general and
        administrative expenses for the three months ended September 30, 2005
        increased by approximately $397,000 or 36.0% compared to the three
        months ended September 30, 2004. The


                                       15
<PAGE>

        Company attributes this increase primarily to an increase in
        professional fees of approximately $175,000 related to general corporate
        matters including SEC filings and potential acquisitions, an increase in
        payroll related to the addition of key management positions of
        approximately $122,000, and an increase in credit card processing fees
        of approximately $90,000 which relates partly to the increase in revenue
        and the shift of customer payment methods to more credit card based
        payment.

        Depreciation and amortization expense remained relatively flat for the
        three months ended September 30, 2005 as compared to the three months
        ended September 30, 2004.

        Other income (expenses) increased to a net expense of $185,978 in the
        three months ended September 30, 2005 from $80,355 in the three months
        ended September 30, 2004. The increase of approximately $106,000 is
        primarily related to an increase in interest expense of approximately
        $92,000 related to debt financing and interest on convertible debentures
        entered into during July 2005.

        Operating loss for the three months ended September 30, 2005 was
        $874,186 compared to $790,031 for the three months ended September 30,
        2004. The net increase in the operating loss for the period was directly
        related to an increase in selling, general and administrative expenses
        partially offset by an overall improvement in gross margin dollars.

        Our effective tax rate for the three months ended September 30, 2005 and
        the three months ended September 30, 2004 is negligible. The difference
        in the Company's effective tax rate from the federal statutory rate is
        primarily due to a 100% valuation allowance provided for all deferred
        tax assets.

        Net loss for the three months ended September 30, 2005 was $1.1 million
        compared to $872,626 for the three months ended September 30, 2004. The
        net increase directly related to an increase in selling, general and
        administrative expenses and the increase in interest expense, partially
        offset by an overall improvement in gross margin dollars.

        LIQUIDITY AND CAPITAL RESOURCES

        To date, our principal sources of working capital have been the proceeds
        from public and private placements of securities and notes payable.
        Since our inception, sales of securities, including the proceeds from
        the exercise of outstanding options and warrants, have generated
        approximately $8.1 million less applicable expenses.

        We had working capital of approximately $2.5 million at September 30,
        2005 compared to a working capital deficit of approximately $(320,000)
        at June 30, 2005 and ratios of current assets to current liabilities of
        1.25:1 as of September 30, 2005 and .95:1 as of June 30, 2005. The
        working capital increase of approximately $2.8 was primarily due to
        issuance of convertible debentures of $2.5 million, the sale of common
        stock through the exercise of outstanding options and warrants of
        approximately $0.8 million, and the conversion of note payable into
        equity of $0.5 million. This increase was partially offset by a net loss
        of approximately $1.1.

        In May 2005 we entered into a $1,750,000 line of credit agreement with
        Entrepreneurs Growth Capital, LLC. The line is collateralized by
        accounts receivable and inventories. Outstanding balances under the loan
        bear interest at an annual rate equal to the Citibank's prime rate plus
        4%. As of September 30, 2005 approximately $1.1 million was outstanding
        and $684,000 was available under this credit line.

        On July 12, 2005, the Company consummated a financing with a group of
        lenders. Pursuant to the terms of the Securities Purchase Agreement, the
        Company sold variable rate convertible debentures in the amount of $2.5
        million. The debentures shall be repaid within two years from the date
        of issuance with interest payable at a rate per annum equal to Libor,
        plus 4%, which on July 12, 2005 was 3.57% plus 4%, or 7.57%. The
        interest is payable quarterly on the first of January, April, July, and
        October. The debentures may be converted at the option of the purchasers
        into shares of the Company's Common Stock at a conversion price of $6.50
        per share. The amount of shares to be issued at such conversion will be
        384,618. In addition, the purchasers shall have the right to receive
        five-year warrants to purchase 192,308 shares of Common Stock at $7.15
        per share. The market value of the Company's Common Stock on July 12,
        2005 was $17.90 per share. The debenture


                                       16
<PAGE>

        conversion price of $6.50 is 36.31% of the market value. Closing
        expenses related to this transaction totaled $315,000, including a
        $250,000 broker fee and $65,000 in various legal expenses.

        On July 27, 2005, the Company made a loan of $1,730,000 to All American
        Plazas, Inc. which is the largest shareholder of the Company. The funds
        were disbursed from the financing proceeds of $2.5 million described
        above. Under the note, the loan bears interest at 3.50% per annum and is
        secured by the 1,000,000 shares of Able Energy, Inc. Common Stock owned
        by All American Plazas, Inc. The interest rate of the Company on its
        $2.5 million of convertible debentures is currently 7.57%, as noted
        above.

        We anticipate that funds generated from operations, together with cash
        and investments, and availability under our credit line will be
        sufficient to fund our current level of growth and our existing
        commitments at least through fiscal 2006. However, to the extent the
        expansion of our operations requires significant additional resources,
        we may be required to seek additional financing. No assurance can be
        given that such financing would be available on terms that would be
        acceptable to us.

        MATERIAL COMMITMENTS

        The following schedule summarizes our contractual cost obligations as of
        September 30, 2005 in the periods indicated.

<TABLE>
<CAPTION>
        -------------------------------- ---------------------------------------------------------------------------
                                                                   Payments Due by Period
                                         ---------------------------------------------------------------------------
                  Contractual                               Less than                                   More than
                  Obligations                Total            1 year        1-3 years     3-5 years      5 years
        -------------------------------- --------------- ---------------- -------------- ------------ --------------
<S>                                          <C>             <C>           <C>             <C>          <C>
        Long-Term Debt                     $  4,391,000      $ 1,155,000    $   162,000    $ 159,000    $ 2,915,000
        -------------------------------- --------------- ---------------- -------------- ------------ --------------
        Capital Lease Obligations               888,000          250,000        619,000       19,000              -
        -------------------------------- --------------- ---------------- -------------- ------------ --------------
        Operating Leases                         89,000           89,000              -            -              -
        -------------------------------- --------------- ---------------- -------------- ------------ --------------
        Unconditional Purchase
        Obligations                           5,693,000        5,693,000              -            -              -
        -------------------------------- --------------- ---------------- -------------- ------------ --------------
        Other Long-Term Obligations           2,500,000                -      2,500,000            -              -
        -------------------------------- --------------- ---------------- -------------- ------------ --------------
        Total Contractual Cash
        Obligations                        $ 13,561,000      $ 7,187,000    $ 3,281,000    $ 178,000    $ 2,915,000
        -------------------------------- --------------- ---------------- -------------- ------------ --------------
</TABLE>

        Excluded from the table above is estimated interest payments on
        long-long term debt and capital lease obligations of approximately
        $369,000, $766,000, $368,000 and $1,987,000 for the periods less than 1
        year, 1-3 years, 3-5 years, and more than 5 years, respectively.

        SEASONALITY

        The Company's business is directly related to the heating needs of its
        customers. Accordingly, the weather can have a material effect on the
        Company's sales in any particular year. Generally, however, the
        temperatures in the past thirty years have been relatively stable, and
        as a result, have not had a significant impact on the Company's
        performance, except on a short-term basis. In the years 1997 and 2001,
        "El Nino" caused two of the warmest winters on record, which impacted
        home heating oil sales during the 1997-1998 and 2001-2002 winter
        seasons. The winter of 2004-2005 recorded temperatures for the season,
        which were normal for New Jersey, the Company's primary delivery area..

        Approximately 65% of the Company's revenues are earned and received from
        October through March, and the overwhelming majority of such revenues
        are derived from the sale of home heating oil. During the spring and
        summer months, revenues from the sale of diesel and gasoline fuels
        increase due to the increased use of automobiles and construction
        apparatus.


                                       17
<PAGE>

        Each of the Company's divisions is seasonal. From May through September,
        Able Oil experiences considerable reduction of retail heating oil sales.

        Able Energy NY's propane operation can experience up to 80% decrease in
        heating related propane sales during the months of April to September,
        which is offset somewhat by an increase of pool heating and cooking
        fuel.

        Over 90% of Able Melbourne's revenues are derived from the sale of
        diesel fuel for construction vehicles, and commercial and recreational
        sea-going vessels during Florida's fishing season, which begins in April
        and ends in November. Only a small percentage of Able Melbourne's
        revenues are derived from the sale of home heating fuel. Most of these
        sales occur from December through March, Florida's cooler months.

        ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company does not issue or invest in financial instruments or
        derivatives for trading or speculative purposes. All of the operations
        of the Company are conducted in the United States, and, as such, are not
        subject to material foreign currency exchange rate risk. At September
        30, 2005, the Company had approximately $6.7 million of outstanding
        long-term debt and convertible debentures. Although the Company's assets
        included approximately $4.7 million in cash and cash equivalents, the
        market rate risk associated with changing interest rates in the United
        States is not material.

        ITEM 4. CONTROLS AND PROCEDURES

        An evaluation was performed under the supervision and with the
        participation of the Company's management, including the acting chief
        executive officer ("Acting CEO") (who ceased performing the duties of
        Acting CEO on October 13, 2005) and chief financial officer ("CFO"), of
        the effectiveness of the design and operation of the Company's
        disclosure controls and procedures. Based on that evaluation, the
        Company's management, including the Acting CEO and CFO, concluded that
        the Company's disclosure controls and procedures were effective as of
        September 30, 2005.

        There were no significant changes in the Company's internal control over
        financial reporting in the first fiscal quarter of 2006 that have
        materially affected, or are reasonably likely to materially affect, the
        Company's internal control over financial reporting.

PART II. OTHER INFORMATION

        ITEM 1. LEGAL PROCEEDINGS

        As a result of the March 14, 2003 fire at the Newton, New Jersey,
        terminal, a subsidiary of the Company entered a guilty plea in July 2005
        to one count of negligently damaging property, a fourth-degree crime in
        New Jersey. In connection with the plea agreement, the Company will pay
        a fine of $20,000, and its guilty plea cannot be used against the
        Company in any civil lawsuits. In addition, Christopher P. Westad, the
        Company's President, entered into a pre-trial intervention agreement,
        conditioned upon 250 hours of community service over a two-year period,
        which he is currently performing.

        The Company is not currently involved in any legal proceeding that is
        likely to have a material adverse effect on the results of operations or
        the financial condition of the Company. From time to time, the Company
        may become a party to litigation incidental to its business. There can
        be no assurance that any financial legal proceedings will not have a
        material adverse affect on the Company.

        ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

        (a)     1.      On July 12, 2005, the Company consummated a financing
                        with certain purchasers identified in the Securities
                        Purchase Agreement dated as of July 12, 2005
                        (collectively the "Purchasers"), in a


                                       18
<PAGE>

                        transaction permitted under section 4(2) of the
                        Securities Act of 1933, in the amount of $2.5 Million
                        Dollars.

                        Pursuant to the terms of the Securities Purchase
                        Agreement dated as of July 12, 2005 (the "Agreement")
                        among Able Energy, Inc., and the Purchasers, the
                        Purchasers purchased Debentures in the aggregate amount
                        of $2.5 Million Dollars evidenced by a Variable Rate
                        Convertible Debenture also dated July 12, 2005 (the
                        "Debenture"). The Debentures shall be repaid within two
                        years from the date of issuance, subject to the
                        occurrence of an event of default, with interest payable
                        at the rate per annum equal to LIBOR for the applicable
                        interest period, plus 4% payable on a quarterly basis on
                        April 1st, July 1st, October 1st and January 1st,
                        beginning on the first such date after the date of
                        issuance of the Debentures. The Debentures may be
                        converted at the option of the Purchasers into shares of
                        our common stock at a conversion price of $6.50 per
                        share. In addition, the Purchasers shall have the right
                        to receive five (5) year warrants to purchase 192,308 of
                        common stock at an exercise price of $7.15 per share.
                        Pursuant to the Agreement, we shall also have an
                        optional redemption right (which right shall be
                        mandatory upon the occurrence of an event of default) to
                        repurchase all of the Debentures for 125% of the face
                        amount of the Debentures plus all accrued and
                        outstanding interest and expenses, as well as a right to
                        repurchase all of the Debentures in the event of the
                        consummation of a new financing in which we sell
                        securities at a purchase price that is below the
                        Conversion Price.

                        Pursuant to the Registration Rights Agreement among the
                        parties, the Purchasers shall have demand registration
                        rights with respect to all shares of our common stock
                        obtained by them through the conversion of the
                        Debentures. The Purchasers shall also have an additional
                        investment right, for a period of nine months after the
                        initial registration statement is filed by us with the
                        Securities and Exchange Commission (the "SEC") is first
                        declared effective by the SEC, to purchase units
                        consisting of convertible debentures in the aggregate
                        amount of up to $15,000,000 (the "Additional
                        Debentures") and common stock purchase warrants equal to
                        50% of the face amount of such Additional Debentures
                        (the "Additional Warrants"). The conversion price of the
                        Additional Debentures shall be $6.50 per share of common
                        stock with respect to the first $5,000,000 of Additional
                        Debentures purchased, $7.50 per share of common stock
                        for the second $5,000,000 of Additional Debentures
                        purchased and 80% of the average weighted price of our
                        common stock during the 20 trading days immediately
                        prior to the Purchasers' election to purchase the third
                        $5,000,000 of Additional Debentures. The Additional
                        Warrants shall have a five-year term and an exercise
                        price of 110% of the conversion price. In the event of
                        the occurrence of a default with respect to the
                        Additional Debentures, we shall have identical
                        redemption rights to those described in the immediately
                        preceding paragraph. Moreover, the Company shall have
                        the right to cause the Purchasers' on a pro rata basis,
                        based on the percentage of their purchase of Debentures,
                        to exercise their Additional Investment Right; however,
                        each Purchaser may refuse to exercise their respective
                        purchase right, but in such event, the Purchaser waives
                        its right to purchase the Additional Debentures. The
                        Agreement provide that, commencing 90 days following the
                        Effective Date (the date the initial registration
                        statement is declared effective by the SEC), and ending
                        on the 179th calendar day with regard to the first
                        $5,000,000 in Additional Debentures, if the average
                        weighted price of our stock for any 20 consecutive
                        trading day period, during said period, exceeds $7.80
                        per share. We also have a similar right with regard to
                        the second $5,000,000 if our stock during the period
                        commencing 180 days, following the Effective Date
                        through the 269th day, for any 20 consecutive trading
                        day period, exceeds $9.00 per share and for the period
                        270 days following the Effective Date through the 360th
                        calendar day, we have a similar right with regard to the
                        third $5,000,000 tranche if our stock exceeds $10.20.

                2.      On February 22, 2005, the Company borrowed the sum of
                        $500,000 from Able Income Fund, LLC ("Able Income"). The
                        loan was evidenced by a promissory note (the "Note")
                        issued by the Company to the order of Able Income in the
                        principal amount of $500,000 bearing interest at the
                        rate of 14% per annum payable interest only in the
                        amount of $5,833.33 per month with the


                                       19
<PAGE>

                        principal balance and any accrued unpaid interest due
                        and payable on May 22, 2005. The Note was secured by a
                        mortgage on property located in Warrensburg Industrial
                        Park, Warrensburg, New York, owned by Able Energy New
                        York, Inc., a wholly owned subsidiary of the Company.
                        One of the owners of Able Income is Timothy Harrington,
                        the former Chief Executive Officer of the Company. The
                        maturity date of the Note was extended to August 22,
                        2005.

                        Able Income subsequently agreed to surrender the Note as
                        of September 30, 2005, in exchange for 57,604 shares of
                        the Company's common stock, $.001 par value. The number
                        of shares exchanged was determined by dividing the
                        principal balance of the Note, together with all accrued
                        and unpaid interest thereon as of September 30, 2005, by
                        $8.68, representing a 20% discount off the average
                        closing price of the Company's stock as listed on the
                        Nasdaq SmallCap Market for the period from October 3,
                        2005 through October 14, 2005. The shares were offered
                        only to Able Income in connection with the surrender of
                        the Note and, thus, were exempt from registration under
                        Section 4(2) of the Securities Act of 1933, as amended,
                        as not being a part of any public offering.

        (b)     Non-applicable

        (c)     None

        ITEM 3. DEFAULTS UPON SENIOR SECURITIES

                None.

        ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                None

        ITEM 5. OTHER INFORMATION

        (a)     1.      On March 1, 2005, the Company entered into an amendment
                        (the "Agreement") to an existing consultant agreement
                        with Summitt Ventures, Inc. ("Summitt"). The value of
                        the consideration contemplated to be rendered by Summitt
                        to the Company under the Agreement was $71,428.50, and
                        the Company issued 142,857 shares of the Company's
                        common stock (the "Shares"), valued at $0.50 per share,
                        as payment. The Shares at the time of issue were
                        unregistered, restricted shares of the Company and not
                        subject to any registration requirement. The shares were
                        offered only to Summitt in connection with the Agreement
                        and, thus, were exempt from registration under Section
                        4(2) of the Securities Act of 1933, as amended, as not
                        being a part of any public offering. The Shares are not
                        convertible into any other class or series of equity of
                        the Company. No proceeds were received by the Company at
                        the time of issuance of the Shares and no proceeds have
                        been received by the Company on account of the
                        Agreement. On September 22, 2005, the Company terminated
                        the Agreement with Summitt, with cause, and on October
                        13, 2005, the Company notified Summitt that it was
                        canceling the certificate evidencing the Shares on the
                        grounds that, among other things, Summitt induced the
                        Company to enter into the Agreement through
                        misrepresentation.

                2.      On October 13, 2005, the Company received a letter from
                        the Nasdaq Listing Qualifications Staff ("Nasdaq"),
                        notifying the Company that it was not in compliance with
                        Marketplace Rule 4310(c)(2)(B)(ii) (the "Rule"). The
                        Rule requires the Company to have a minimum $35 million
                        in market value of listed securities, or $2.5 million in
                        shareholders' equity or $500,000 in net income from
                        continuing operations for the most recently completed
                        fiscal year or two of the three most recently completed
                        fiscal years. Nasdaq informed the Company that it would
                        be provided 30 calendar days, or until November 14,
                        2005, to regain compliance with the Rule.

                        The Company must demonstrate compliance with the Rule by
                        November 14, 2005 by either:

                                o       showing aggregate market value of its
                                        common stock in excess of $35 million
                                        for a minimum of 10 consecutive business
                                        days, or

                                o       increasing its shareholders' equity to
                                        an amount which exceeds $2.5 million.

                        If the Company has met either one of the criteria above
                        at any time before November 14, 2005, Nasdaq will
                        determine if the Company has regained compliance.

                        The shareholders' equity reported in this Quarterly
                        Report on Form 10-Q/A is $2,562,617, which exceeds the
                        $2.5 million required under the Rule. The Company's
                        Audit Committee believes that the Company is now in
                        compliance with the Rule and will likely maintain
                        compliance with the Rule. In response to certain
                        comments by Nasdaq, the Company is filing this Quarterly
                        Report on Form 10-Q/A to clarify certain items relating
                        to the calculation of the shareholders' equity.

        (b)     None.

        ITEM 6. EXHIBITS

        10.1    Securities Purchase Agreement dated as of July 12, 2005, between
                Able Energy, Inc., and the purchasers identified on the
                signature pages thereto (incorporated by reference to exhibit
                99.1 to the Able Energy, Inc., Current Report on Form 8-K filed
                July 15, 2005).


                                       20
<PAGE>

        10.2    Registration Rights Agreement dated as of July 12, 2005, between
                Able Energy, Inc., and the purchasers signatory thereto
                (incorporated by reference to exhibit 99.3 to the Able Energy,
                Inc., Current Report on Form 8-K filed July 15, 2005).

        10.3    Form of Variable Rate Convertible Debenture dated July 12, 2005
                (incorporated by reference to exhibit 99.2 to the Able Energy,
                Inc., Current Report on Form 8-K filed July 15, 2005).

        10.4    Form of Common Stock Purchase Warrant (incorporated by reference
                to exhibit 99.4 to the Able Energy, Inc., Current Report on Form
                8-K filed July 15, 2005).

        10.5    Promissory Note of All American Plazas, Inc., in favor of Able
                Energy, Inc., dated July 27, 2005. (incorporated by reference to
                Exhibit 10.5 to the the Able Energy, Inc., Current Report filed
                October 19, 2005)

        10.6    Letter of Intent between Able Energy, Inc., and PHS Group, Inc.,
                dated September 8, 2005. (incorporated by reference to
                Exhibit 10.6 to the the Able Energy, Inc., Current Report filed
                October 19, 2005)

        10.7    Subscription Agreement between Able Income Fund LLC and Able
                Energy, Inc., dated as of September 30, 2005. (incorporated by
                reference to Exhibit 10.7 to the the Able Energy, Inc., Current
                Report filed October 19, 2005)

        31.1    Certification of Chief Executive Officer of Periodic Report
                pursuant to Rule 13a-14(a) and Rule 15d-14(a).

        31.2    Certification of Chief Financial Officer of Periodic Report
                pursuant to Rule 13a-14(a) and Rule 15d-14(a).

        32.1    Certification of Chief Executive Officer and Chief Financial
                Officer pursuant to 18 U.S.C. Section 1350.


                                       21
<PAGE>

                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        Able Energy, Inc.




                                        By: /s/ Gregory D. Frost
                                           -------------------------------------
                                           Gregory D. Frost
                                           Chief Executive Officer, Chairman and
                                             General Counsel


                                        By: /s/ Steven M. Vella
                                           -------------------------------------
                                           Steven M. Vella
                                           Chief Financial Officer

October 21, 2005


                                       22